The Beauties and the Beast
by Sir Sapphire04
Summary: The Thundercats encounter a race of warrior women living deep inside the forbidden woods. However, their new acquaintances are wary of strangers as they are currently being hunted by a savage monster that has found its way inside their sanctuary. Can Lion-O convince their queen to trust them before it's too late?
1. Part 1

** A couple of things first, I'd like to thank everyone who's been reading my work lately and especially those who have left so great reviews. I want to also thank those who left me constructive criticism, and I'll try to take your lessons to heart. Lastly I'd like to leave a very large and extra-special Thank-You to those of you who read my fic "Broken" and have said how much better it made you feel, there really is no higher praise than that and there is no gratitude great enough to offer you.**

** Until we get some more news on Season Two and what direction the show may take I'm going to hold off on writing any new Lion-O/Pumyra fics and will try to focus on Lion-O and the other cats as they explore Third Earth and I present my take on characters from the original series that the remake hasn't covered yet in what I like to think of as a possible Season 1.5, hopefully it can tide you guys over until we get something more solid.**

** I'm also going to pick back up my "Sailor Moon: Dawn" series and hope to finish the first major arc by the end of the summer (fingers crossed) as well as working on other short stories and ideas not related to fanfiction, let me know if you want to read any of it via PM and I might toss it up on FictionPress.**

** Once again, thank you for everything, as long as you're willing to read I'm willing to write.**

"The Forbidden Woods..." Panthro growled.

"There are stories about what lives in there," Cheetara shuddered, "A thousand terrible things seen only in nightmares."

"Grune and I avoided it completely in our search for the Book, no one who goes in there comes out alive."

"Then where do the stories come from?" Tygra asked with a raised eyebrow.

"I'm with you." Lion-O said. "We're supposed to meet the Berbils and pick up the Feliner on the other side. Even with the Thundertank going nonstop it'll take a week to go around, we'll have to drive straight through. Besides, with the Book is still pointing dead ahead for all we know the Fourth Stone may be in there. "

"That place is more of a swamp than a forest!" Panthro protested, "There's no way I'm letting you take my baby through that muck, she'll sink like a stone!"

"Tygra and I will go ahead to mark the trail. We'll rendezvous every two hours to make sure no one gets lost."

Tygra went to bid Cheetara goodbye while Lion-O waited at the edge of the dark and foreboding gloom of the treetops. He felt a tug on his belt and found WilyKit standing behind him.

"Please be careful, Lion-O." she pleaded.

Lion-O knelt down and gently placed a hand on her head. "I promise. Look after the others while I'm gone, okay Kit?"

She broke into that wide mischievous grin of hers and nodded sharply.

"We'll see you in two hours." Tygra said as they entered the woods. The darkness seeming to swallow them up.

Panthro was right, finding a solid path though this stuff was like trying to drown a fish and at their first two hour meet-up Lion-O immediately fished two shovels out of the cargo hold so that they could make a track wide enough for the tank to follow. It was slow, hot, messy work and Lion-O was starting to think maybe they should have gone around after all. Still, he had to admit these woods had their own sort of gloomy beauty. Strange birds he had never seen before sang melancholic tunes out of sight high in the treetops and small furry six-legged creatures scampered here and there weaving gigantic webs between the trees.

"Lion-O, take a look at this." His brother called. He walked ahead and found himself in a large clearing. As far as he could see large blobby mushrooms were growing in perfect little rows.

"Someone lives here." He whispered.

"S_everal_ someones judging by the size of these fields." His brother agreed.

"Let's get out of here, we're trespassing."

"How right you are, Cat!" A wild voice cried high above them. A rain of arrows and darts starting falling from the trees above, Lion-O slipped on the Claw Shield and threw an energy shield above them. As soon as there was a break in the onslaught Tygra deployed his whip, hooking a branch and pulling himself up.

"Tygra, no!" Lion-o roared. "Remember, we're on _their_ land!" But it was too late, the tiger was already lost among the canopy and as another salvo of arrow made their falling Lion-O ran for cover.

The branches above rustled chaotically and the relentless assault of arrows lessened and finally ceased all together as the noise above reached a deafening hiss. Lion-O risked a glance above only to see Tygra fall to the forest floor below. He rushed to his brother's side, dark bruises were already forming all over his body. They had nearly beaten the stripes off him!

"Show yourself!" He roared. His attackers obliged, leaping nimbly and silently from their sanctuary in the trees.

They were all women, the smallest among them were about Lion-O's size but most of them were as big a Panthro! And yet their shapes were still soft, curvy and undeniable feminine. Their smooth skin came in rich tones of brown and red and they were dressed scantily in skins and leathers. Every one of them carried a bow, a quiver of arrows, and wicked-looking knives that seemed to be carved of stone. They trained their arrows on the two cats.

"Surrender, Cat." A raven-haired beauty who seemed to be the leader ordered, "You are prisoners of the Warrior Maidens."

"...Whiskers."

The two of them were stripped of their weapons, trussed up, and forced to march at the center of the column. From the mushroom fields they passed what seemed to be an orchard, cultivated gardens of flowering plants until they were lead to a grand village suspended in the trees above the muck of the bog.

"This is incredible!" Lion-O gasped.

"Move along!" one of the women ordered, shoving her bow into his back.

While rope ladders were lowered for their captors the cats were forced to be dragged up to the wooden platforms like dirty laundry. A young girl around Lion-O's age ran up to meet them.

"Hail, Sisters!" She called, "What have we here?"

"Hail, Sister. These cats were captured trespassing in our fields."

"We mean you no harm," Lion-O tried to explain, "We're just looking for a safe path through your forest." His pleas fell on deaf ears and he received a sharp smack to the back of his head for his trouble.

"Silence, Cat! Your fate will be decided by Queen Willa."

Through the village, over wooden walkways between the trees and up more ladders their route was always up and in. Further into the forest, higher into the treetops until they were finally at the entrance of a grand treehouse that was far larger than any of the surrounding huts and cabins.

"Wait here." Their lead captor ordered leaving the cats with two guards and the young girl who kept staring intently at Lion-O.

Lion-O turned to her, "What?" he asked irritably.

"You don't look like monsters."

"Monsters? _You_ attacked _us_, all we want is to get out of here!"

Lion-O was dealt another sharp smack from one of his guards "Hold your tongue! You will not speak to the Princess Nayda in such an insolent tone!"

"I'm sorry," Lion-O said, more to Nayda than his guard. "I didn't know."

Nayda laughed at him "How could you?"

Their lead guard returned and gave the others a short nod, signaling them to shove the two cats through the door. The brothers found themselves in a large circular room decorated with wild flowers and bright colored tapestries. At the the center sat a raised dais and an ornately carved throne of polished black wood. On it sat a woman who was immediately recognizable as the Queen. She wore no more or less than the other women in the village, with the exception of a blood-red orchid tucked in her jet-black hair. It was her face that made her so recognizable, fierce, proud, and beautiful. The realization of who she reminded him of sent a fresh stab of pain to Lion-O's heart but he pushed it aside.

"Queen Willa?" He asked.

"Yes."

Lion-O dropped to one knee, signaling Tygra to do the same. "I am Lion-O, Lord of the Thundercats. My friends and I are seeking safe passage through your forest."

"You claim your mission is one of peace." It was more of a statement than a question.

"Yes."

"And yet you bring weapons of destruction into our home."

Lion-O eyed the Sword and Claw Shield that was currently resting in her lap. "It is an ancestral weapon I carry out of tradition and for self-defense."

"We are not talking about your sword, Cat." With a nod from her a curtain next to throne was cast aside to reveal Cheetara, Panthro, WilyKit, and WilyKat bound and gagged on the floor surrounded by spear-toting guards. "These ones were captured along with your death machine outside our fields. The damage they could have done would be catastrophic."

Lion-O growled but managed to keep his cool. "We were _trying_ to find a way around. Release us and we will leave your forest immediately."

Willa seemed to consider his words before answering. "We are not blind inside our forest, Cat. We have lived on Third Earth since long before Mumm-Ra and his children invaded it with their perpetual war."

"We are _not_ his children!" A hint of a roar crept into his voice. "We overthrew and abandoned Mumm-Ra and his oppression a long time ago. I've been trying to unite _all_ the people of Third Earth against him so that we may finally have peace."

"You outsiders all talk highly of peace and yet you continually wage your petty wars and wanton destruction, even upon the earth herself! Now you attempt to bring your devastation into the last sanctuary we have left. There is a reason why we have encouraged the rumors surrounding our home, and now you will become a part of them yourselves. And yet we are inclined to be merciful, you can either join our society and live out your days in true peace among us or you can instead choose death."

"I refuse."

"...What?" Willa asked.

"I am not willing to let my people die _or_ live as prisoners. I am not willing to abandon my quest to unite the peoples of Third Earth and defeat Mumm-Ra once and for all. I am not willing to leave my own people without a king to care and look after them. Find another way."

The Queen closed her eyes and sat back on her throne, tapping her bare foot thoughtfully. "You are stubborn, Cat, determined to find a third alternative when there is none. But because of your station as King and the courtesy you have shown us we are inclined to indulge you by royal privilege, are you willing to fight for your people?"

"Always." He answered.

"And you are also willing to die for them?"

"... Yes."

"No!" Tygra hissed, "You don't have to do this Lion-O!"

"Silence!" Their guard snapped, dealing him a blow with the butt of her spear.

"We are willing to invoke the sacred rite of Trial by Combat. If your cause is as just as you claim you will have no trouble overcoming your opponent. Win and your people will be freed, lose and your life will be forfeit and I will deal with them as I see fit. Do you accept these terms?"

"And just who is to be my opponent?" Lion-O asked.

Willa smiled cruelly. "Me."

"Done."

Lion-O was stripped down to his breeches by two red-headed Maidens who might have been twins.

"You will fight as we fight," They explained, "No armor, no magical help from your weapons, skill on skill alone." Finally they tossed him into a cell, plunging a knife that was to be his only defense into the floor and leaving him alone in the darkness.

_Great,_ He thought to himself, _Another cell, another arena, and another woman who wants to kill me._ He sat against the wall and closed his eyes. Lion-O knew he wouldn't get away with not fighting this time. If he didn't give this everything he had Willa wouldn't hesitate to kill him on the spot, and there's no telling what she would do the other Cats then.

His meditation was interrupted by the door of his cell opening and a slender, nymph like figure crept inside. It was the ones the guards identified as Nayda, the princess.

"What do you want?" He asked.

She tiptoed over and knelt down to look into his eyes. He started right back at her.

"I have never seen eyes like yours before." She said.

"Blue eyes are a family trait of the Lions." He explained.

"That's not what I meant. They burn with such fire, such determination. Yet behind that is a kindness, and compassion." She placed both hands on the side of his face and stared at him in wide-eyed amazement. "And pain, such terrible sadness..." She finally dropped her gaze and pulled away from him. She seemed troubled and huddled against the far wall near the door. "You must be very careful Lion-O," she whispered, "The Warrior Maidens choose only their strongest and most cunning to serve as Queen. While I have no desire to see either of you killed my sister will show you no mercy."

"I figured that out for myself." He said sourly.

"You must not think of her as cruel, Lion-O" She insisted, "If you had come at any other time she might be inclined to help you, but the truth is she is afraid and will do whatever she must to protect her people."

"Afraid of what?"

"There is a terrible monster roaming our forest." Nayda confessed, "It ravages our crops and steals our sisters. It is why we always travel in groups these days. She fears outsiders might lead it to the village itself."

"And you can do nothing to stop it?"

"No one who has seen it has lived long enough to describe it for us. We don't even know if it is the work of a single creature."

"If I get out of this I promise I will help you."

Nayda smiled as she left his cell. "Thank you Lion-O, but I'm afraid this is a promise you will not be able to keep."

"Well," Willa said as Lion-O entered the arena, "You do have the _look_ of a warrior at least." she looked him up and down as if grading a piece of meat. The way she smiled made Lion-O uncomfortable.

"Let's get this over with."

"Are you really so eager to end your life? Very well, We shall oblige." She rushed at him, blade bared for the strike.

_She's fast!_ Lion-O thought as he sidestepped nimbly and dealt her a blow to the small of her back with the hilt of his knife. Willa regained her footing quickly and launched another assault, thrusting a devastating kick to his midsection. Lion-O went limp and let the force of her leg push him back to avoid getting the wind knocked out of him tumbling across the small wooden ring rising to his feet just in time to leap out of the way of another thrust of her knife.

"We will grant that you are an excellent dancer, Cat" She panted, "But this is a battle, not a party!"

Lion-O was starting to understand Willa, she was blindingly fast and very strong, but used to defeating her enemies quickly and often put everything she had into a single strike. If he could outmaneuver and outlast her there was a chance he might just win. _That's right, bend in the wind..._ He thought as he dodged her blows, counterattacking with every strike she missed. A few times he wasn't quite fast enough and received a cuff to the head or a scratch on his arm, but he was mostly able to keep out of the murderous path her blade cut. With every near miss her anger and embarrassment grew.

Willa was tiring quickly, the only thing keeping her going was the raw, burning anger at this cat who had humiliated her in her own kingdom. She was bathed in sweat, cheeks flushed, hair wildly out of place. She was no longer the proud, reserved Queen she first appeared, but a savage beast out for blood.

"Willa, please," Lion-O pleaded, "End this, I don't want to hurt you but I will if you don't call this off!"

"Shut up!" She shrieked, "You are a beast and a coward! Stop playing and fight me or I will slit the throats of every one of your friends once I am done with you!"

Lion-O growled _THAT'S IT!_ He thought as he switched from evasion into attack mode. He didn't care what she did to him, but threatening his friends was the last straw! Beating her would be easy now, she was tired, she was slow, and she was too angry to bother thinking her actions through. Lion-O pummeled her, he refused to use the blade of his knife so he continued striking at her with the hilt and even dared to smack her once on the behind with the flat of his blade. She overextended a trust aimed for the lion's side and he swatted the knife from her hand and tossed her across the ring. Then, just to insult her, he turned his back daring her to come at him.

She obliged, wrenching a heavy plank of wood from the side of the ring and clumsily ran at him screaming like wild animal. In a blink Lion-O whirled and hit her with a iron-fisted uppercut that left her crumpled on the ground. He forced her to her knees and placed the tip of his blade at her throat.

"Your Queen has lost!" He shouted to the assembled Warrior Maidens. "Release my friends!"

Silently the guards cut the Cat's bonds and tossed them into the ring. Lion-O released Willa and she collapsed to the ground.

"Finish it." She begged him.

However instead of plunging his knife into her heart he offered her his hand. "I'm already a trespasser, Willa, I won't become a murderer too."

"I don't understand," She gasped, "You show mercy knowing you would not receive any if the situation were reversed."

"That's why it's so important." He insisted.

Slowly, cautiously she reached for his hand and grasped it. He pulled her up, and helped her from the ring.

"I-We're afraid we've been a fool, Lion-O. Will you allow me, I-we mean, us to try and make it up to you?"

"There's no need." He answered, "Nayda told me of the hardships you have suffered. You did what you thought what right to protect your people, and were able to see the error of your ways before it was too late."

"Even so, you and your friends will be our honored guests tonight. I assure you I will secure them all safe passage through our sacred forest."

Willa was as good as her word. That night Lion-O and the cats were entertained with the best the Warrior Maidens had to offer. Lion-O himself was the guest of honor, seated at Willa's right side and she took great pleasure in explaining the various dishes that were prepared, the dances performed, and even the finer details of life in their treetop kingdom.

"You said you've lived here since before Mumm-Ra, but how does the village survive without any men?" Tygra asked. "How do you... y'know?"

"We are children of the earth itself," Nayda explained, "Occasionally one of our sisters will venture outside our home and take a man for her own purposes, but truthfully we have no need for them. When one of our sisters is taken in death we place her body in the sacred bog just outside our village and we are provided with a new sister in return."

"Provided we can find the body..." The Queen added bitterly, "The beast that stalks our lands prefers to take our sisters whole, never to be seen again. Since we cannot make the exchange of new life for old their loss is empty and meaningless."

"I promised I would put a stop to that." Lion-O said. Much to his surprise Willa grabbed his hand and smiled.

"We have no doubt you will, beloved."

"... What did you say?"

Willa smiled seductively, "Tomorrow we will hunt this beast down, slay it, and then you and I will be wed over its corpse."

"Whiskers..."


	2. Part 2

** Well, crap, people. Looks like this is actually going to be a three-parter.**

_Previously on Thundercats:_

_"The Forbidden Woods..." _

_ "There are stories about what's in there,"_

_ "Someone lives here..."_

_ "Surrender, Cat!"_

_ "You outsiders all talk highly of peace and yet you continually wage your petty wars and wanton destruction!"_

_ "I have never seen eyes like yours before..." _

_ "Willa, please end this, I don't want to hurt you !"_

_ "You show mercy knowing you would not receive any yourself."_

_ "There is a terrible monster roaming our forest."_

_ "We will hunt this beast down, we will slay it, and then Lion-O you and I will be wed over its corpse."_

"Willa, wait!" Lion-O begged as the warrior queen dragged him back to her hut, "What is going on here, what do you mean 'beloved?' What do you mean _'wed_?'"

"I've never taken a lover before, Lion-O" She confessed, tossing him through the door and onto her bed. "I must admit I find the possibilities... _intriguing_." She leapt on top of him and started running her fingers through his mane before kissing his neck.

She was right about one thing, she _hadn't_ done this before. Her kisses were sloppy and lacking in any subtlety and she kept scratching him accidentally with her her nails. He tried to fight her but she knew how to use her greater size to her advantage until he finally manged to get his feet under her to kick her off.

Rather than making her angry it only seemed to spur her on more, she crawled over to him seductively. "Truly you _are _a beast!" She purred, "Come to me, make strong love to me _now_, my handsome savage!" She attempted to crawl back onto the bed again but Lion-O leapt over her and ran for the door.

"What's gotten into you?" He demanded.

"Speak no more to me, my love. I want you, I _need_ you," She picked herself up and ran towards him. "Let there be nothing else in this world but you and I!"

"No!" Lion-O yelled, pulling himself up by the door frame and kicked her with both feet back into her hut. She flew backwards, tripped over the bed and landed on her rump on the far side. Lion-O ran into the night. Willa walked over to the door and watched him flee.

"It's alright, beloved, I can be patient." She sighed.

Lion-O had to run all the way to the back of the hut in order to reach the bridge that would take him away and back towards the heart of the village. As he was rounding the corner he ran into someone coming from the other side, bowling them over completely.

"I'm sorry," He gasped, "I wasn't- I didn't mean to... Nayda?" He recognized the slender form of Willa's younger sister. "What are you doing here?"

Nayda had no answer, She simply stared at him with her big brown eyes.

"Are you alright?" He asked as he knelt down to help her up. "I didn't hurt you, did I?"

Again she was silent, her cheeks flushed bright red as he pulled her up and she clung to his arm as if for dear life.

"Do you need me to stay with you? I was just heading back into the village to... check on the other Cats."

Still no response, but she followed him as he walked the torch-lined bridges and planks between the trees.

"Your home is very beautiful," He mused as fireflies darted here and there and nocturnal birds sang their strange music high above in the canopy. "All my life I would have never dreamed of anything like this." He leaned over the rail of the walkway to look at the other huts below in the multilayer sanctuary they had built.

Nayda still said nothing but lay her head on his shoulder, rubbing her face against his fur.

"Uh... okay." He said uncomfortably, resisting the urge to shrug her away. "You sister is very... passionate. She reminds me of someone I knew-know, someone I know. She's gone now, though."

So _that_ was it. Nayda could see the sadness in his eyes before but now she knew the cause. A great swell of pity washed over her which was quickly followed by guilt. What she was doing was wrong, she was not only taking advantage of him but also...

"Nayda, wait!" Lion-O called as she pulled away from him and ran. "My luck with women is astounding lately..." He added sourly.

"This is a fine bucket of litter..." Panthro griped. The other cats sat around hut the Maidens had set aside for them.

"We could just leave." Tygra suggested, "We've got our own problems to deal with and nothing to keep us here."

"Lion-O swore to help the Warrior Maidens with this monster that's attacking them." Cheetara said, "We all know he's not going to leave until it's done."

"In other words he's a stubborn as she is." Panthro snorted.

"And the long he stays here the more she wants him..." Tygra concluded, flopping down on one of the beds.

"Well she can't have him!" WilyKit hissed, jumping to her feet. "Lion-O belongs with us, I say we go grab him and leave. The sooner the better!"

"We're not going anywhere." The other cats turned to see Lion-O standing in the doorway. They all recognized the look on his face: _Don't ask, I'm not in the mood._ "I gave Willa my word I would help her and I intend to keep it. No matter how... aggressive she is."

"We all know you're a Cat of your word, Lion-O." Cheetara said supportively, "But don't you think you're so dead set on helping Willa because she reminds you of-"

"I know who she reminds me of," Lion-O cut her off, "And that's not the point. I can't just ignore someone in need, besides we need all the help we can get in our struggle."

He was right, the Battle of Avista had proved that Lion-O's good deeds were appreciated and rewarded. The Warrior Maidens could be powerful allies in the fight against Mumm-Ra.

"Aren't you afraid Willa might get the wrong idea though?" Cheetara asked, "She already seems to think of you as more than just a friend."

"Willa can think whatever she wants, I've already told her I'm not interested."

WilyKit bounded over and hugged him. "Good! Because you're our king, let her go find her own."

Lion-O patted her head. "Get some sleep, we've got a long day ahead of us tomorrow."

_"Pumyra!"_

_ "It's too late already, Lord of the Thundercats, body and soul she is mine!"_

_ "Why didn't you save me? You saved everyone else, why didn't you save me Lion-O?"_

Lion-O awoke in a cold sweat. He threw his arm over his face, it was the same dream every night. How much longer would this go on? He could see from the hut's small window that it was still dark out so he rolled over and tried to go back to sleep.

"Good morning, beloved."

Lion-O's eyes snapped open and he found himself face-to-face with Willa, she caressed his face gently.

Lion-O made a sound not unlike a Snarf who's tail had been stepped on and fell off the bed. The warrior queen peeked over the side.

"Are you alright? Perhaps you should lay down, come put your head on my-"

"No!" He insisted, "I'm up, I'm up!" He rubbed the back of his head painfully, "What are you doing here?"

She offered him her hand. "Come with us that we might show you a wonder."

Outside there was a small procession of Maidens, six of whom carried something a litter draped with a shroud on their shoulders.

"What is this?"

"This used to be our sister, Pporah."

"Oh Willa, I'm so sorry... When did this happen? Was it the beast?"

Willa laughed, "We do not grieve for the loss of our sister. Lion-O. Pporah lived long and richly and now she is the chrysalis for a new life."

Lion-O remembered what Nayda had said about the sacred bog outside their village. He realized that he was being offered a great honor by attending the ceremony. He allowed himself to be led by the hand by Willa through the village and down to the forest floor below. The path they followed was straight and broad rather than the broken and winding ones that weaved their way through the muck and mud.

Eventually they came to a place where the branches of the trees arched low overhead forming a kind of tunnel. The end opened up into what was like a vast cathedral with the canopy overhead filtering the dawning sun tinting everything and otherworldly green. Directly ahead the path sloped down into a wide muddy pit that bubbled and spurt occasionally. It was undoubtedly an ancient, deeply magical, sacred place and Lion-O felt as if he were looking directly into the heart of the earth itself.

Every head (including Lion-O's) bowed as the six pallbearers placed the litter and the dead maiden on top of the mud. Willa squeezed Lion-O's hand as it sunk into the bog and when he dared a glimpse at her he saw tears running down her face. She smiled at him sadly before leaving his side to address the assembled.

"From the earth are we all born and to the earth we shall all return. We commend the body of our sister back to our mother so that we may receive new life in exchange. Let us teach the child as the woman taught us, let us love her as she loved us, and when it is her time to return us to our mother let her rejoice at the prospect of new life as we rejoiced at her own coming. Let us not grieve the loss of our sister, let us remember her with honor, let us remember her with love, and let us remember her through the legacy she now gives to us."

Willa then waded into the bog herself and plucked out a muddy little bundle Lion-O had initially mistaken as just another large bubble. As she wiped away the muck a baby's cry rang out and he could see that she was holding a perfect little baby girl. Her skin, like the other maidens, was the color of earth and her hair had a slight greenish tint.

"Who is willing to care for our new sister until such time as she can run, and hunt, and fight on her own?"

One of the red-headed guards Lion-O recognized from his fight with Willa stepped forward.

"I will." She said.

"And what will you name our sister that we may know her?"

She held the baby in her arms for a moment before answering. "I shall call her Khasha, after the tree that heals."

"Let it be so."

"That's the most amazing thing I've seen in my entire life..." Lion-O confessed as he walked hand-in-hand with Willa back through the path to the village.

"You shall see it many more times when you are our husband and king." Willa answered, "And it is a marvel every time."

Lion-O stopped short. "Willa, I will not marry you. I have a responsibility to my own people."

"You have a responsibility to _me_!" She snapped. "You will speak no more of leaving, _you_ are the one who invaded our lands, _you_ are the one who demanded trial by combat, and _you_ are the one who invoked betrothal!"

"What are you talking about?" He demanded.

"I, _we_ had fallen and you showed mercy by offering your hand!"

"You're saying that we're engaged because I helped you up?"

"No, it is so because we were felled by your hand and you saw fit to raise us back up as your equal! That is the rite of betrothal!"

"Willa, I was just trying to help you back up, I'm a stranger here, I couldn't have known about your customs."

"It is not the same among the Cats?"

"Of course not, just common courtesy. If we had to marry everyone we bumped into..." Lion-O trailed off as he remembered last night and what happened after fleeing Willa's hut. "Oh no, we have to get back to the village, _now!_"

"We don't understand, what has happened?"

"It's Nayda!"

When they got to the village there was no trace of Nayda. The other cats helped with the search but even with all their skills no one could find her. Lion-O was with Willa in the throne room when the other cats walked in and handed over a small scroll.

"We found this under her pillow."

It was written in a dark blue ink or paint but hard to read where what appeared to be tears had fallen and smudged the writing.

_"I have sinned against my sister and my Queen. I am not fit to sit with my sisters in the places of honor and therefore have gone to confront the beast of the forest that currently afflicts us. Whether I return triumphant or am consumed alongside my fellow sisters I only pray that I am redeemed. May Mother Earth protect me and guide me."_

Nayda

Willa immediately armed herself with a bow and a quiver of arrows.

"Wait, I'm coming with you."

"You have done enough." She said bitterly.

"Willa, I never meant to hurt anyone."

"And yet you seem to have a talent for it!"

That hurt, "There was no way I could have about known your traditions but that doesn't mean I can just ignore my responsibility in this."

"She is _our_ sister!"

"She's also my friend, and I don't abandon my friends. Ever."

"Do as you will, Cat." She spat as she pulled a spear off the wall, "But know this: If our sister is not returned safely your people will be turned out of our forest minus their machine and their king, for both shall be buried at the bottom of the swamp."


	3. Part 3

_Previously on Thundercats:_

_ "M__ake strong love to me now, my handsome savage!"_

_ "No!"_

_ "You sister is very... passionate Nayda. She reminds me of someone I knew. She's gone now..."_

_ "And the longer he stays here the more she wants him..."_

_"Well she can't have him!"_

_ "Why didn't you save me Lion-O?"_

_ "Come with us that we might show you a wonder."_

_ "That's the most amazing thing I've seen in my entire life..."_

_"You shall see it many more times when you are our husband and king."_

_ "you are the one who invaded our lands, you are the one who demanded trial by combat, and you are the one who invoked betrothal!"_

_ "If our sister is not returned safely your people we be turned out of our forest minus their machine and their king, for both shall be buried at the bottom of the swamp."_

Lion-O followed Willa through the bogs and mudpits of the Forbidden Woods. The other Thundercats had gone off in different directions with various search parties but Lion-O insisted he go with the queen alone.

"You don't know how sorry I am," He pleaded to her as they desperately searched for any sign of the young maiden, "If I had only known I would have never-"

"You claim ignorance as an excuse?" She snapped back, not even turning to face him, "How many other hearts have you broken only to justify it with 'I didn't know?'"

His guilt was so heavy it threatened to bury him completely. "Believe me, one is far too many." He whispered. What was the point of going through the Trials if he kept screwing up so completely? Every time he tried to do the right thing it just blows up in his face.

After passing through a tangled thicket the found themselves in a clearing. Dotted here and there were dozens of little mounds, each one marked with a blood-red orchid like the one Willa wore. Towards the back of the clearing stood a far more ornate monument, what appeared to be a carefully pruned shrub on which the flowers grew and offerings of food and precious stones.

"What is this place?" Willa asked, not daring to speak in anything higher than a whisper.

"A graveyard..." Lion-O answered. "We shouldn't be here."

No sooner had he spoken than a great crashing sounded through the woods around them. They stood back-to back trying to figure out what direction it was coming from. Out of the woods there came what they could only assume was the Beast of the forest. It was huge, taller than Willa, taller than even Dobo, and covered head to toe in swamp muck and foliage. It had no face to speak of, it didn't even have much of what you could call a head. But they could see its eyes which were a flat, dead white. It took one look at them standing over the central grave and bellowed in rage. Lion-O shoved Willa out of the way before going the other direction and coming back around for an attack. However, before he could strike the Sword of Omens immediately shrank back down into it's dagger form and refused to change back.

"Willa, get out of here, now!" He roared as he turned to leave the graves behind.

"Get back here and fight you coward!" She bellowed after him, refusing to retreat.

The creature whirled around and raised its massive fists to crush her only for Lion-O to leap back at the last minute and protect her with a shield from the Spirit Stone.

The beast roared in pain and frustration, flailing about wildly, Lion-O grabbed Willa and dragged her as be he could from the makeshift cemetery.

"Let go!" She screeched, fighting and kicking, "I will not be denied my vengeance!"

"Against what? Whatever that thing is it wasn't the monster that's been attacking your people."

"How can you be so sure?"

"Because the Sword of Omens wouldn't allow me to attack it."

"And you expect me to take you at your word?"

"No, I expect you to find out for yourself." He said, handing her the hilt.

Willa held the dagger in her hands. She swore Lion-O had made it grow before, but how? She was wishing it would grow when the Sword suddenly came to life in her hand, extending to its full length.

"Think of it as an extension of your will and it will follow your commands." He explained.

"This truly is a powerful weapon, Lion-O." She mused, "What is to stop us from slaying you and taking it for ourselves?"

"Nothing. I'm trusting you."

Willa smiled at him before the headed back through the thicket into the burial ground. They went silently and were not noticed this time. The creature was too concerned with the plot at the back, kneeling over it and desperately going over the arrangements making sure nothing was out of place.

Carefully, silently Willa approached the creature from behind. She was almost on top of it and had raised the sword for the killing stroke when it turned its weedy, leafy bulk and looked her dead in the eye. It's gaze shifted to the flower in her hair before it slumped over, as if giving her permission.

But the blade fell on the ground instead of the creature. Willa dropped to her knees, Lion-O placed a hand on her shoulder and crouched next to her.

"It isn't evil, Willa. It found your sisters but it's not one attacking them." Lion-O looked into the creature's eyes. "You've been trying to help them, haven't you? You thought since the Warrior Maidens are born out of the earth burying them heal them."

It nodded.

Lion-O picked up the Sword and helped Willa to her feet. "I don't know if I can share this with you, but I'll try." He returned the sword to her hands and stood behind her, guiding her in placing the eye to her forehead and instructed her to speak with him:

"Sword of Omens: Give Me Sight Beyond Sight!"

In and instant she saw the creature's monstrous form fall away and inside was what appeared to be a man. Very good, very kind, and very, very sad. She seemed to be seeing his entire history all at once, a long time ago he was a woodcutter that lived just outside the forest. He had met and fallen in love with one of the Warrior Maidens living there, the red orchid being her favorite flower. For a short time they lived an idyllic life, their love was all they needed in the world, but it was shattered when a savage monster entered the Forest and began hunting them. It stalked them relentlessly chasing them deep into the forest before separating them. It wounded the woodcutter and he accidentally stumbled upon the sacred bog, falling in. Perhaps because he was a man, perhaps because he was still alive, or perhaps there was even some greater magic at work he did not die, but was instead changed in to the terrible sentry of the forest he was today. He searched for his lover but when he found her it was too late, the beast had slain her. He couldn't bear to return her body to the sacred bog and lose the last piece of his love he had left so instead he buried her in the glen where his shack used to sit. Planting the orchid over her grave as a reminder...

When Willa was released from the vision she was surprised to find she was weeping. Lion-O knelt next to the creature and placed a hand on its shoulder.

"I understand," He whispered, "I know your pain. My love was also stolen from me by a monster."

Willa stared at the young lion attempting to comfort the creature, and it was like truly seeing him for the first time. Her heart broke for him, for here was a man who put everyone's happiness before his own. He thought nothing for himself, placed no value on his own suffering, yet he could not bear the suffering of others. He would help complete strangers and expect nothing in return and no matter how badly the treated him he would always put them above himself.

"I'm sorry," She sobbed quietly, "I'm so, so sorry." She fell to her knees before him. "Lion-O, we-no, I- I have been a fool. Since the moment we met you've done nothing but try and be a friend to me, and I have been far less kind to you. I do not deserve nor do I expect your forgiveness, and yet I must beg for it."

He gave her that kind, sad smile of his and nodded slowly. "Don't take this the wrong way, but..." He took her gently by the hand and lifted her up with him. "Now, let's go find your sister."

They ran side-by-side through the forest with renewed vigor, hot on the trail. Willa noticed things this time around that she had missed in her previous state of rage and hate. A broken branch, trampled underbrush, scars in the ground where the turf had been torn up. Even through the mudpits and swamps the trail was easy to follow if you knew what to look for, and with every step they knew they were getting closer to their goal.

Quite suddenly Lion-O abandoned the trail and pulled her beneath the underbrush.

"What?" She whispered.

"It found us, it's hunting us now."

"How can you tell?"

"I can smell it..."

They huddled there for a few minutes, Lion-O's arm around her shoulders. After what seemed like an eternity their quarry finally showed itself, stalking slowly and silently out of the woods. It was a huge, gaunt monster. Its hair was so black it blended in perfectly into the shadows of the forest. It had no eyes they could see but its gaping maw was filled with rows of terrible jagged fangs. It stank of death and decay. Willa's rage exploded in her as she saw it carried Nayda in its claws and she leapt out of the brush loosing an arrow into the beast's shoulder.

It dropped Nayda and roared in anger, turning its rage onto his attacker. Lion-O leapt in and grabbed Nayda, hiding her in the safety of the underbrush before joining the fray himself. He drew the Sword of Omens from the Claw Shield and roared.

"Thunder... _Thunder... THUNDER! THUNDERCATS, HO!"_ A deafening roar emanated from the Sword itself and the eye cast the image of a roaring cat upon a blazing red sun into the sky. Willa gaped it amazement but the creature hissed and shrank back from the light it cast.

The monster clawed and swatted at Lion-O but he danced around it like he had in his fight with Willa. Willa herself used the distraction to get a bead on the monster's movements, allowing Lion-O to hold its attention while she aimed carefully...

Before she could send the shaft home though the monster got lucky when Lion-O slipped on a wet patch of leaves and the wraith-like beast dealt him a savage backhand sending him flying across the clearing and bouncing off a tree with a sickening thud.

"Lion-O!" She cried her bow quivered momentarily and she released the arrow which ended up flying wildly off mark. The monster turned towards the source of the shot and bounded towards her. Willa tried to run but her legs were too slow and the beast too fast, It was upon her in the blink of an eye.

"Willa!" Lion-O cried as the monster picked her up and held her in front of its black, featureless face roaring savagely. He struggled to regain his feet before it sank its fangs into her but before he could the great swamp creature came crashing out of the woods and barreled into the black monster. It lost its grip on Willa and she tumbled to the ground. Lion-O ran to her side and cradled her in his arms.

The two beasts tumbled about the clearing, locked in savage combat. The Black Beast raked with its claws and the Swamp creature pounded back with its massive fists. Willa groaned her her eyes fluttered open.

"What happened?" She asked.

"Backup." He smiled, nodding towards the center of the clearing where the two beasts fought.

"We should help." She said, Lion-O nodded and handed her the bow while he charged in with his sword, slashing at the wraith's legs. The monster roared in agony and fell thrashing to the ground. Willa put two arrow in each of it shoulders and with nothing left to support itself it collapsed on the forest floor.

Lion-O and Willa stood before the massive Swamp creature, it bowed slowly.

"Thank-you," Willa said, "You saved me, you saved all of us."

The creature stared at the flower in her hair and slowly reached for it...

Suddenly a huge black claw exploded from the creature's chest!

"No!" Willa screamed as Lion-O pushed her aside, slicing the monster's hand off at the wrist. It drew back the stump, screaming in agony as the swamp creature fell too the side. Lion-O unleashed a raging torrent of red fire from the Sword's eye, consuming the wraith and ending the monster's curse forever.

Willa knelt next to the creature, she desperately wanted to offer some words of comfort, but all she could manage was "I'm sorry."

"I think he knew it would end this way..." Lion-O offered, "He wanted this. He avenged the loss of his love, and now he's going to be with her again."

Willa held the creature's massive hand, so much bigger than hers, as tears ran down her face. "Yes." She whispered, "Go to her, she's waiting for you. We will take care of things here. Your story will live on in our village and beyond, your sacrifice will never be forgotten."

The creature reached up to gently touch the flower in her hair and then its hand fell to the forest floor and with a great sigh it lay back and died.

Lion-O and Willa and Nayda buried the creature's body in the glen next to the grave of it's beloved, placing a single orchid on his grave. Lion-O and the creature's guess had been right, the wounded but still living maidens had been healed during their slumber in the earth and while a little disoriented they were no worse for the wear in their long time underground.

On their way back to the village Lion-O and Nayda had time to talk.

"I'm sorry for the confusion," He said after explaining everything. "I never meant to hurt anyone."

"Of course," she smiled, "There was no way you could have known our customs. I'm sorry I jumped to conclusions. I'm sure my sister is too, but good luck getting her to admit that."

Lion-O sneaked a peek at Willa. She was walking behind them well out of earshot, but watching them like a hawk. He tried to stifle is laughter but failed completely, Nayda joined in and soon they were both hopelessly lost while Willa glared daggers at them.

That night there was another great celebration as the Maidens celebrated the return of their sisters and this time the cats joined in heartily. WilyKit accompanied the Maidens songs on her flute while her brother was cuddled, and kissed, and fed by their sisters. Panthro got himself tangled up in an arm-wrestling tournament, Lion-O was passed between Willa and Nayda all night during the dances until he thought his legs might fall off, and Tygra sat beside Cheetara, trying not to look at the beautiful women who surrounded them and fidgeting like a caged animal...

The next morning the Cats bade their new friends goodbye at the edge of the forest.

"We wish you would stay with us longer, Lion-O," Willa said sadly, "We feel as if there is so much more we could teach one another, so much more to say..."

"There will be plenty of time for that when Mumm-Ra is defeated once and for all." He answered. "Still, there's nothing stopping you from coming with us..."

Willa shook her head. "Our place is here with our sisters. Now that out forest is one again clean there is much to be done."

"What about you, Nayda?" He offered.  
"Our sister is too young and inexperience to leave her home yet." Willa said quickly before Nayda had a chance to answer. They younger woman rolled her eyes and smiled. "In the meantime you must not hesitate to call us if you need us, no matter how small the task."

"Likewise," He said. "We'll meet again soon, I'm sure of it." As he turned head up into the Thundertank Willa caught him by the arm, spinning him around and planting a gentle yet passionate kiss on his lips.

"Indeed we will, beloved."


End file.
